1. Lay out what the case is about in the 1st para itself.

For instance, in a contractual dispute, say, at the very outset, that this case concerns a software license agreement where X gave Y license to use it’s software.

The parties are before this Court/Tribunal because the contract does not – at least explicitly – provide as to how many servers can the software be installed and run-on. The contract is admittedly silent on this issue and this – precisely – is what has led to this dispute.

The Claimant argues that an implied term be read-into the contract to the effect that the software can be installed and run only on _____ number of servers, or at any rate, only a ‘reasonable’ number of servers.

This implied term, the Claimant argues, should be read-into the contract for it to make commercial sense. The Claimant argues that this is also what the parties intended. Further, reading-in such an implied term would be consistent with settled industry practice & custom.

On the other hand, the Respondent argues that the contract, even ex facie, does not put any such restriction & the software can be used on any number of servers. The intent of parties’ in this case is clear and has to be given effect to and there is no ambiguity in the contract.

On the issue of implied terms, the Respondent argues that no such implied term can be read-into the contract. There is nothing on record – in terms of evidence – to suggest that the parties intended for such a term and restriction to be read-in.

Further, the exhaustive nature & sophistication of the contract, coupled with the presence of an ‘entire agreement’ clause demonstrates that the contract itself was meant to be the sole repository of parties’ rights & liabilities and no implied was intended to be read-in.

Now, in this background, the Court/Tribunal is to decide : Whether such as an implied term, or an implied term to the effect <insert implied term sought to be read-in> can be read-into the contract?